Talon Metals - Capital/Financing Update 2021

Execution Copy

EQUITY DISTRIBUTION AGREEMENT

December 16, 2021

TD Securities Inc. 66 Wellington Street W. TD Tower, 9th Floor Toronto, ON M5K 1A2

BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3

Paradigm Capital Inc. 95 Wellington Street West Suite 2101, PO Box 55 Toronto, Ontario M5J 2N7

Sprott Capital Partners LP Royal Bank Plaza, South Tower 200 Bay Street, Suite 2600 Toronto, Ontario M5J 2J1

Ladies and Gentlemen:

Talon Metals Corp., a company existing pursuant to memorandum and articles of association under the BVI Business Companies Act, 2004 (British Virgin Islands) (the “ Corporation ”), confirms its agreement (this “ Agreement ”) with TD Securities Inc., BMO Nesbitt Burns Inc., Paradigm Capital Inc. and Sprott Capital Partners LP (collectively, the “ Agents ”) to appoint the Agents to act as its sole agents with respect to the issue and sale of common shares of the Corporation upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 22 hereof.

1. Issuance and Sale of Shares

The Corporation agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to the public through the Agents, common shares of the Corporation (the “ Shares ”) having an aggregate sales amount of up to C$25,000,000 (the “ Offering ”). The Shares will be sold on the terms set forth herein at such times and in such amounts as the Corporation and the Agents shall agree from time to time. The issuance and sale of the Shares through the Agents will be effected pursuant to the Prospectus filed by the Corporation and in accordance with “at-the-market distribution” procedures under NI 44102 and in compliance with Canadian Securities Laws. The Corporation’s appointment of the Agents under this Agreement shall be on an exclusive basis during the term of this Agreement, and the Corporation agrees that, during the term of this Agreement, it will not appoint any other person to act as the Corporation’s agent with respect to sales of Shares pursuant to the Offering.

Nothing contained herein shall otherwise prohibit or restrict the Corporation from issuing securities or raising money in any manner other than through the Offering.

Notwithstanding any other provision hereof, and despite anything to the contrary contained herein (express or implied), the parties agree that the compliance with the limitation set forth in this Section 1 as to the maximum number of Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Corporation, and the Agents shall have no obligation whatsoever to monitor or ensure such compliance.

2. Placements

(a) Placement Notice. Each time that the Corporation wishes to issue and sell Shares hereunder (each, a “ Placement ”), it will notify the applicable Agent by email notice given in accordance with Section 14 (or other method mutually agreed to in writing by the parties) and substantially in the form attached hereto as Exhibit C, and as may be amended by the parties from time to time, with a copy to the other Agents (a “ Placement Notice containing the parameters within which the Corporation desires to issue and sell the Shares, which shall at a minimum include (i) the maximum number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “ Placement Shares ”), (ii) the time period during which sales of Placement Shares are requested to be made, (iii) the maximum number of Placement Shares that may be sold in any one Trading Day, (iv) any minimum price below which sales of Placement Shares may not be made, and (v) the amount of the Placement Fee. The Placement Notice shall originate from any of the individuals (each, an “ Authorized Representative ”) from the Corporation set forth on Schedule 1 hereto and shall be addressed to each of the respective individuals from the applicable Agent set forth on Schedule 1 hereto, as such Schedule 1 may be amended from time to time by notice given in accordance with Section 14. The Placement Notice shall be effective upon delivery to the applicable Agent unless and until (i) the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold and all such sales having settled in accordance with the terms of sale set forth in the Placement Notice and the terms and conditions hereof, (iii) the Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Sections 4 or 13, as applicable, (iv) the Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of this Agreement will prevail.

(b) Placement Fee. The amount of compensation to be paid by the Corporation to each Agent with respect to each Placement for which such Agent acted as sales agent under this Agreement and the applicable Placement Notice shall be up to 3.0% of the gross proceeds from such Placement (the “ Placement Fee ”).

(c) No Obligation. It is expressly acknowledged and agreed that neither the Corporation nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Corporation delivers a Placement Notice to the applicable Agent, which Placement Notice has not been declined, suspended or otherwise terminated in accordance with the terms of this Agreement, and then only upon the terms specified therein and herein.

Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation acknowledges and agrees that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts, consistent with their normal trading and sales practices and in accordance with Canadian Securities Laws, to sell on behalf of the Corporation and as agent such Placement Shares as provided under Section 3, and (iii) the Agents shall act as the agents of the Corporation with respect to the sale of Placement Shares in accordance with the terms and conditions hereof, and are and will be under no obligation to purchase any Placement Shares on a principal basis that may be offered for sale by the Corporation under this Agreement and any purchase by the Agents as principal will be subject to the prior approval of the TSX.

(d) Limitations on Placements. Under no circumstances shall the Corporation deliver a Placement Notice if, after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales amount of the Placement Shares sold pursuant to this Agreement would exceed C$25,000,000.

3. Sale of Placement Shares by the Agents

Subject to the terms and conditions of this Agreement, upon the Corporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the applicable Agent will severally and not jointly use its commercially reasonable efforts, consistent with its normal trading and sales practices and in accordance with Canadian Securities Laws, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice.

The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX or on any other “marketplace” (as such term is defined in NI 21-101 in Canada (a “ Marketplace ”)) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX or any other Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceeds with respect to such sales, (iv) the Placement Fee payable by the Corporation to the Agents with respect to such sales, and (v) the Net Proceeds payable to the Corporation. After consultation with the Corporation and subject to the terms and

conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at-the-market distribution” under NI 44-102 and made in compliance with Canadian Securities Laws, including, without limitation, sales made directly on the TSX or any other Marketplace. The Agents shall not purchase or sell Placement Shares for their own account as principal under a Placement in a manner which could directly or indirectly result in a sale with lower Net Proceeds to the Corporation than otherwise available through the TSX or any other Marketplace.

Each of the Agents hereby covenants and agrees that, during the time in which an Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide assurances that any sale will not have a significant effect on the market price of the Shares.

Each of the Agents hereby covenants, as sales agent in a Placement, that it shall not make any sales of the Placement Shares on behalf of the Corporation pursuant to this Agreement, other than by means of ordinary brokers’ transactions (i) that constitute an “at-the-market distribution” under NI 44-102, including, without limitation, sales made directly on the TSX or any other Marketplace, or (ii) such other sales of the Placement Shares on behalf of the Corporation in its capacity as agent of the Corporation as shall be agreed by the Corporation and the applicable Agent in writing, in each case, in compliance with Canadian Securities Laws.

The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102), enter into any transaction that is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in creating an over-allocation position in the Shares.

The Placement Shares have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered or sold within the United States. Accordingly, each Agent agrees that (i) it will not offer or sell Placement Shares in the United States and (ii) it will not, intentionally, offer or sell Placement Shares to a person that it knows or has reason to believe is resident in the United States or acting for the account or benefit of a person resident in the United States, or that it knows or has reason to believe intends to reoffer, resell or deliver the Placement Shares to any person in the United States. Neither the Agents nor any of their affiliates or any person acting on its behalf will engage in any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the Placement Shares.

4. Suspension of Sales

(a) The Corporation or the applicable Agent may, upon notice to the other party by e-mail notice (or other method mutually agreed to in writing by the parties), suspend any sale of Placement Shares for which it has delivered or received, as applicable, a Placement Notice; provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice of suspension. Any such notice shall set out the duration of such suspension or provide that such suspension is indefinite until further notice is provided by such party. The Corporation and the Agents, severally and not jointly, agree that no such notice shall be effective against any other party unless it is made to one of the individuals named on Schedule 1 hereto, as such Schedule 1 may be amended from time to time by notice given in accordance with Section 14.

(b) Notwithstanding any other provision of this Agreement, during any period in which the Corporation or the Agents are in possession of material non-public information relating to the Corporation, the Corporation and the Agents (provided that they have been given prior written notice of such by the Corporation, which notice the Agents, severally and not jointly, agree to treat confidentially) agree that no Placement Notice shall be issued by the Corporation and no sale of Placement Shares will take place. Any notice of suspension, including the reason for such notice of suspension, will be kept strictly confidential by the Agents and any person acting on their behalf, unless: (i) such information is or becomes generally available to the public other than as a result of a disclosure by the Agent in violation of this Agreement; (ii) the disclosure of such information is expressly permitted, in writing, by the Corporation; or (iii) the disclosure of such information is required by applicable Canadian Securities Laws. The Corporation and the Agents, severally and not jointly, agree that no such notice shall be effective against any other party unless it is made to one of the individuals named on Schedule 1 hereto, as such Schedule 1 may be amended from time to time by notice given in accordance with Section 14.

5. Settlement

(a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day on the applicable stock exchange on which the Placement Shares were sold or, if the Placement Shares are not sold on a stock exchange, on the second (2nd) Trading Day (or, in either case, such earlier day as is agreed by the parties to be industry practice for regular-way trading) following the date on which such sales are made (each, a “ Settlement Date ”). The amount of proceeds to be delivered to the Corporation on a Settlement Date against the receipt of the Placement Shares sold will be equal to the aggregate sales amount at which such Placement Shares were sold, after deduction for (i) the Placement Fee for such sales payable by the Corporation to the applicable Agent pursuant to Section 2 hereof , and (ii) any documented transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “ Net Proceeds ”).

(b) Delivery of Shares. On each Settlement Date, the Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the applicable Agent’s account or its designee’s account (provided that the applicable Agent shall have given the Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. through its CDSX system or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradeable and transferable shares in good deliverable form, the applicable Agent will, on each Settlement Date, deliver the related Net Proceeds in same day funds to an account designated by the Corporation prior to the Settlement Date. The applicable Agent covenants and agrees to copy or otherwise include the Corporation on all correspondence between the Agent and the Corporation’s transfer agent, in connection with or relating to the settlement (electronic or otherwise) of any sale of Placement Shares hereunder and further, shall be responsible for taking all reasonable actions required to be taken by it within the applicable time periods to ensure that all sales of Placement Shares hereunder are settled without default in accordance with existing industry practice for regular-way trading. If the Corporation (or its transfer agent) defaults in its obligation to deliver Placement Shares on a Settlement Date, the Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11 hereto, it will (i) indemnify and hold the Agents harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Corporation or its transfer agent and (ii) pay to the Agents any Placement Fee to which they would otherwise have been entitled absent such default, provided, however, that without limiting Section 5 herein, with respect to (ii) above, the Corporation shall not be obligated to pay the applicable Agent any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (A) a suspension or material limitation in trading in securities generally on the TSX; (B) a material disruption in securities settlement or clearance services in Canada; or (C) failure by the applicable Agent to comply with its obligations under the terms of this Agreement.

6. Prospectus

The Corporation has prepared and filed with the Qualifying Authorities in the Qualifying Jurisdictions the Preliminary Base Prospectus and has prepared and filed with the Qualifying Authorities in the Qualifying Jurisdictions the Base Prospectus in respect of an aggregate of up to C$90,000,000 in common shares, debt securities, subscription receipts, warrants and/or units of the Corporation (collectively, the “ Shelf Securities ”), in each case in accordance with Canadian Securities Laws. The Ontario Securities Commission (the “ Reviewing Authority ”) is the principal regulator of the Corporation under the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions in respect of the Shelf Securities and the Offering. The Reviewing Authority has issued a receipt evidencing that a receipt has been issued on behalf of itself and the other Qualifying Authorities for the Preliminary Base Prospectus and the Reviewing Authority has issued a receipt evidencing that a receipt has been issued on behalf of itself and the other Qualifying Authorities for the Base Prospectus (the “ Receipt ”). The term “ Base Prospectus ” means the (final) short form base shelf prospectus (in the English language only) dated December 7, 2021 relating to the Shelf Securities, at the time the Reviewing Authority issued the Receipt

with respect thereto in accordance with Canadian Securities Laws, including NI 44-101 and NI 44-102, and includes all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, including but not limited to, all Designated News Releases. As used herein, a “ Designated News Release ” means a news release disseminated by the Corporation in respect of previously undisclosed information that, in the Corporation’s determination, constitutes a material fact and identified by the Corporation as a “designated news release” in writing on the face page of the version of such news release that is filed by the Corporation on SEDAR. As used herein, “ Prospectus Supplement ” means the most recent prospectus supplement (in the English language only) to the Base Prospectus relating to the Placement Shares, to be filed by the Corporation with the Qualifying Authorities in accordance with Canadian Securities Laws. The Corporation shall prepare and file the initial Prospectus Supplement immediately after the execution of this Agreement. The Prospectus Supplement shall provide that any and all Designated News Releases shall be deemed to be incorporated by reference in the Prospectus only for the purposes of the Offering.

For purposes of this Agreement, all references to the Base Prospectus, the Prospectus Supplement, and the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Base Prospectus, the Prospectus Supplement, and the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the filing of any document with the Qualifying Authorities, as applicable, on or after the effective date of the Base Prospectus, the Prospectus Supplement and the Prospectus, as the case may be, and deemed to be incorporated by reference therein.

All references in this Agreement to financial statements and other information which is “described,” “contained,” “included” or “stated” in the Base Prospectus, the Prospectus Supplement or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Base Prospectus, the Prospectus Supplement or the Prospectus.

7. Representations and Warranties of the Corporation

The Corporation represents and warrants to, and agrees with, the Agents that:

(a) the Corporation has been duly formed and organized and is validly existing as a company under the BVI Business Companies Act, 2004 (British Virgin Islands), is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification and has all requisite power and authority (corporate and other) to conduct its businesses as now conducted and all requisite corporate power and authority to conduct its business as currently proposed to be conducted as described in the Prospectus and to own, lease and operate its properties and assets and to execute, deliver and perform its obligations under this Agreement and to issue, sell and deliver the Placement Shares;

(b) each Subsidiary has been duly incorporated and is validly existing under the laws of the relevant jurisdiction, and each Subsidiary is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and has all requisite power and authority (corporate and other) to conduct its business as now conducted and all requisite corporate power and authority to conduct its business as currently proposed to be conducted as described in the Prospectus and to own, lease and operate its properties and assets;

(d) all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of its directors, have occurred so as to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement; including to validly authorize the execution, filing and delivery of the Prospectus; and to validly authorize and issue the Placement Shares as contemplated by this Agreement;

(e) this Agreement has been duly authorized, executed and delivered on behalf of the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity and subject to the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that rights of indemnity, contribution and waiver of contribution may be limited under applicable Law;

(f) the Placement Shares have been duly and validly authorized and when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, will have been issued and sold in the Qualifying Jurisdictions in compliance with all Canadian Securities Laws and other applicable securities laws and will not have been issued in violation of or subject to any pre-emptive or similar rights that entitles any person to acquire any securities from the Corporation, other than as disclosed in the Prospectus. The Placement Shares will conform to the descriptions thereof contained in the Prospectus. Except as disclosed in the Prospectus, the Corporation has no outstanding warrants, options to purchase, or any pre-emptive rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any security of the Corporation. Except as disclosed in the Prospectus, no holder of any security of the Corporation has any rights to require the Corporation to qualify such security for distribution under Canadian Securities Laws or to require registration under the U.S. Securities Act in connection with the offer and sale of the Placement Shares contemplated by this Agreement, and any such rights so disclosed have either been fully complied with by the Corporation or effectively waived by the holders thereof;

(g) the execution and delivery of this Agreement and the fulfillment of the terms of this Agreement by the Corporation and the issue, sale and delivery of the

Placement Shares, (i) do not require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other Person, except (A) such as have been obtained, or (B) such as may be required under applicable securities laws and will be obtained at each Applicable Time and associated Settlement Date; and (ii) do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach or default under, and do not and will not conflict with: (x) any of the terms, conditions or provisions of the by-laws, constating documents or resolutions of the shareholders or directors (or any committee thereof) of the Corporation or any Subsidiary; (y) any licence, permit, approval, consent, certificate, registration or authorization (whether governmental, regulatory or otherwise) issued to the Corporation or any Subsidiary or any agreement, mortgage, deed of trust, indenture, lease, document or instrument to which the Corporation or any Subsidiary is a party or by which it is contractually bound or by which any of the properties or assets thereof is bound, except for breaches, defaults, conflicts or violations which would not have a Material Adverse Effect; or (z) any statute, regulation or rule applicable to the Corporation or any Subsidiary, or any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any Subsidiary.

(h) since December 31, 2020, except as disclosed in the Prospectus (i) there has not been any Material Adverse Change and there has been no event or occurrence that would result in a Material Adverse Change, (ii) the Corporation has not declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital, (iii) there has not been any material change in the share capital or long-term or short-term debt of the Corporation or any of the Subsidiaries, (iv) neither the Corporation nor any Subsidiary has sustained any material loss or interference with its business and properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance or from any labour dispute or any legal or governmental proceeding, and (v) neither the Corporation nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Corporation and the Subsidiaries, individually or taken as a whole.

(i) the authorized capital of the Corporation consists of one class and one series of shares divided into 100,000,000,000 Shares of no par value, of which, as of December 15, 2021, 702,458,651 Shares were issued and outstanding as fully paid and nonassessable.

(j) all of the issued shares of capital stock of each Subsidiary are validly authorized, issued and outstanding, are fully paid and non-assessable and are owned directly or indirectly by the Corporation in accordance with the percentages disclosed in the Prospectus, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, except in each case as disclosed in the Prospectus, and no Person has any agreement, option, right or privilege (whether preemptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of any of the Subsidiaries or for the purchase or acquisition of any of the outstanding shares or

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other securities of any of the Subsidiaries, except in each case as disclosed in the Prospectus;

(k) the Corporation has no securities outstanding that are convertible into or exchangeable or exercisable for shares of the Corporation and there are no outstanding options on or rights to subscribe for any unissued shares, except as disclosed in the Prospectus;

(l) Computershare Investor Services Inc. at its principal office in the City of Toronto is the duly appointed registrar and transfer agent of the Corporation with respect to the Shares;

(m) the Corporation (i) is a reporting issuer within the meaning of the Securities Act (Ontario) and the comparable provisions of Canadian Securities Laws in each of the other Qualifying Jurisdictions, and (ii) is not in default under any requirement of applicable Canadian Securities Laws;

(n) the Corporation has not filed any confidential material change report with any of the Qualifying Authorities, the TSX or any other self-regulatory authority which remains confidential. The Corporation is qualified to file a short form base shelf prospectus in Canada pursuant to the qualification criteria described in NI 44-101 and NI 44-102 for the distribution of the Placement Shares;

(o) the issued and outstanding Shares are listed and posted for trading on the

TSX;

(p) except as shall have been made or obtained on or before each Applicable Time and associated Settlement Date, no consent or authorization of any relevant Governmental Authority is required in connection with the issuance and sale of the Placement Shares or the consummation by the Corporation of the transactions contemplated by this Agreement.

(q) no securities commission or any similar regulatory authority in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened;

(r) the consolidated financial statements of the Corporation included in the Prospectus, together with the related notes, present fairly the consolidated financial position of the Corporation and its Subsidiaries at the dates indicated and the consolidated results of operation and the consolidated changes in financial position of the Corporation and its Subsidiaries for the periods specified; and such consolidated financial statements, together with the related notes, have been prepared in accordance with IFRS, consistently applied throughout the periods involved, except as approved by such accountants or as disclosed therein. No other financial statements are required to be included in the Prospectus under Canadian Securities Laws. The other financial information included or incorporated by reference in the Prospectus that is derived from such financial statements

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present fairly the information included therein and have been prepared on a basis consistent with that of such financial statements;

(s) the Corporation and its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(t) the Corporation maintains “disclosure controls and procedures” (as that term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) that comply with the requirements of Canadian Securities Laws; such disclosure controls and procedures have been designed to ensure that material information relating to the Corporation and its Subsidiaries is made known to the Corporation’s chief executive officer and chief financial officer by others within those entities; and such disclosure controls and procedures are effective;

(u) since the end of the Corporation’s most recent audited fiscal year, there has been no change in the Corporation’s internal control over financial reporting that has materially affected or would reasonably be expected to materially affect, the Corporation’s internal control over financial reporting;

(v) the auditor that audited the consolidated financial statements of the Corporation for the most recent fiscal year and who provided its audit report thereon is an independent public accountant as required under Canadian Securities Laws and there has not been a “reportable event” (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) with the auditor;

(w) no acquisition has been made by the Corporation during its three most recently completed fiscal years that would be a significant acquisition for the purposes of Canadian Securities Laws, and no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that, if completed by the Corporation at the date of the Prospectus, would be a significant acquisition for the purposes of Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Prospectus pursuant to such laws;

(x) the Corporation and each of the Subsidiaries maintain insurance policies with reputable insurers against risks of loss of or damage to its properties, assets and business of such types as are appropriate to its business and in such amounts and against such risks as are reasonably prudent and neither the Corporation nor any of the Subsidiaries is in material default with respect to any provisions of such policies and none have failed to give any notice or to present any claim under any such policy in a due and timely fashion;

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(y) there are no material claims by the Corporation or any Subsidiary under any such policy as to which any insurance company is denying liability or defending under a reservation of rights clause. The Corporation reasonably believes that the Corporation and each of the Subsidiaries will be able to renew its existing insurance as and when such coverage expires or will be able to obtain replacement insurance adequate for the conduct of the business and the value of its properties at a cost that would not have a Material Adverse Effect;

(z) the Corporation and each Subsidiary has accurately prepared and timely filed all Canadian and other tax returns that are required to be filed by it and has paid or has made provision for the payment of all taxes, assessments which the Corporation is not currently disputing, governmental or other similar charges, including all sales and use taxes and all taxes which the Corporation or any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return). There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or any other Subsidiary or the payment of any tax, governmental charge, penalty, interest or fine against any of them and there are no actions, suits, proceedings, investigations or claims against or, to the knowledge of the Corporation, threatened or pending against the Corporation or any Subsidiary which would reasonably be expected to result in a material liability in respect of taxes, charges or levies of any Governmental Authority, penalties, interest, fines, assessments or reassessments of any matters under discussion with any Governmental Authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any Governmental Authority;

(aa) no labour disturbance by the employees of the Corporation or any Subsidiary exists or, to the best of the Corporation’s knowledge, is imminent and the Corporation is not aware of any existing or imminent labour disturbances by the employees of its or any Subsidiary’s principal suppliers, manufacturers, customers or contractors;

(bb) each of the Corporation and its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws. The Corporation and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, state, provincial, local or foreign regulatory agencies or bodies necessary to conduct the business now conducted by them; the Corporation and the Subsidiaries are in compliance in all material respects with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect; and neither the Corporation nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses, and none of the Governmental Licenses contains any term, provision, condition or limitation which would have a Material Adverse Effect;

(cc) none of the Corporation, any of its Subsidiaries or, to the best of the Corporation’s knowledge, any of the employees or agents of the Corporation (acting, or apparently acting, on behalf of the Corporation) or any of its Subsidiaries, has (i) made any

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unlawful contribution to any candidate for office, or failed to disclose fully any such contribution in violation of law, or (ii) made any payment to any governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable Laws. To the best of the knowledge, information and belief of the Corporation, each of its Subsidiaries and each of its and their respective employees or agents has conducted business in compliance with the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uni ted States Foreign Corrupt Practices Act of 1977 and any other applicable anti-corruption laws or conventions and the Corporation has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and conventions. The operations of the Corporation and each of its Subsidiaries are and have been conducted at all times in compliance with, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Authority involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened. Neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent (acting, or apparently acting, on behalf of the Corporation), employee or affiliate of the Corporation or any of its Subsidiaries is currently the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or other relevant sanctions authority (collectively, “ Sanctions ”); and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any of its Subsidiaries, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions. Neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent (acting, or apparently acting, on behalf of the Corporation), employee or affiliate of the Corporation or any of its Subsidiaries is located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria);

(dd) there is no material action, suit, proceeding, inquiry or investigation before or brought by any court or any Governmental Authority, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any Subsidiary or of which any property, operations or assets of the Corporation or any Subsidiary is the subject, or which materially and adversely affects or may affect the consummation of the transactions contemplated in this Agreement or the performance by the Corporation of its obligations hereunder or which questions the validity of the issuance of the Placement Shares or of any action taken or to be taken by the Corporation pursuant to this Agreement or in connection with the issuance of the Placement Shares and the defence of all such actions, suits, proceedings, inquiries and investigations would not have a Material Adverse Effect;

(ee) neither the Corporation nor any of the Subsidiaries is a party to any contract with or other undertaking to, or is subject to any governmental order by, or is a recipient of any presently applicable supervisory letter or other written communication of any kind

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from, any Governmental Authority which has had or would have a Material Adverse Effect;

(ff) there are no contracts, agreements or understandings between the Corporation and any Person that would give rise to a valid claim against the Corporation or the Agents for a brokerage commission, finder’s fee or other like payment in connection with the Offering, other than this Agreement;

(gg) neither the Corporation nor any Subsidiary is in violation of any term of the articles or by-laws or any constating document thereof. Neither the Corporation nor any Subsidiary is in violation of any material term or provision of any agreement, indenture or other instrument applicable to it. Neither the Corporation nor any Subsidiary is in default in the payment of any material obligation owed which is now due;

(hh) the Corporation and each of the Subsidiaries has been and is in material compliance with all, and has not received any notice of, or been prosecuted for an offence alleging non-compliance with any applicable Laws (collectively, the “ Environmental and Health Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (collectively, “ Hazardous Substances ”).

(ii) the Corporation and each of its Subsidiaries have obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under the Environmental and Health Laws (the “ Required Permits ”) required for the operation of the Corporation’s or any of the Subsidiaries’ current business, and, to the Corporation’s knowledge, each Required Permit is valid, subsisting and in good standing and the holders of the Required Permits are not in material default or breach thereof and no proceeding is pending or to the knowledge of the Corporation threatened to revoke or limit any Required Permit;

(jj) neither the Corporation nor any Subsidiary has used, except in compliance in all material respects with all Environmental and Health Laws, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

(kk) there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or any of the Subsidiaries, except for ongoing assessments conducted in the ordinary course by or on behalf of the Corporation and the Subsidiaries or Governmental Authorities;

(ll) neither the Corporation nor any of the Subsidiaries has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental and Health Laws, and neither the Corporation nor any Subsidiaries has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital

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expenditures to be made with respect to any of the assets of the Corporation or any of the Subsidiaries nor has the Corporation or any Subsidiary received notice of any of the same;

(mm) neither the Corporation nor any of the Subsidiaries has received any notice that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental and Health Laws. Neither the Corporation nor any of the Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

(nn) the Corporation or one of its Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions or other conventional proprietary interests or rights (“ Mineral Title ”) recognized in the jurisdiction in which the Tamarack North Project (the “ Material Mining Property ”) is located, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Corporation or one of its Subsidiaries, as the case may be, to carry out its current operations, with only such exceptions as are described in the Prospectus. In addition, the Corporation or one of its Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting the Corporation or one of its Subsidiaries, as the case may be, the rights and ability to carry out its current operations described in the Prospectus, all as referred to in the Prospectus, with only such exceptions as are described in the Prospectus. Each of the aforementioned interests and rights is currently in good standing except as are described in the Prospectus or those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect;

(oo) to the best of the knowledge, information and belief of the Corporation, all assessments or other work required to be performed in relation to the Mineral Title of the Corporation and each of the Subsidiaries, in order to maintain their interest in the Material Mining Property, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that the Corporation or a Subsidiary intends to abandon or relinquish;

(pp) Except and to the extent set forth in the Prospectus:
(i) all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary holds the property and assets of the Material Mining Property (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the “ Material Mining Agreements ”) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof;
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(ii) none of the Corporation nor any Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any Person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been any announcement by, any Person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title;
(iii) none of the Corporation nor any Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Material Mining Property are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and
(iv) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectus;

(qq) there are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation or any of the Subsidiaries has received notice or of which any of them has knowledge against the Mineral Title of the Corporation or any of the Subsidiaries or any part thereof;

(rr) to the best of the knowledge, information and belief of the Corporation, all mineral exploration on the Material Mining Property have been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace Laws have been duly complied with in all material respects;

(ss) to the best of the knowledge, information and belief of the Corporation, after due inquiry, there are no claims with respect to native or indigenous rights currently or pending or threatened with respect to any of the properties of the Corporation or any of the Subsidiaries;

(tt) with respect to information disclosed in the Prospectus: (i) information relating to the Corporation’s estimates of mineral resources as at the date they were prepared has been reviewed and verified by the Corporation or independent consultants to the Corporation as being consistent with the Corporation’s mineral resource estimates as at the date they were prepared; (ii) the mineral resource estimates have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) by or under the supervision of a “qualified person” as defined

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therein; (iii) the methods used in estimating the Corporation’s mineral resources are in accordance with accepted mineral resource estimation practices; (iv) other than the Tamarack North Project, the Corporation does not, directly or indirectly, hold any interest in a project on a mineral property that is material to the Corporation for the purpose of NI 43-101; and (v) the Corporation has duly filed with the applicable Qualifying Authorities in compliance with applicable Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Qualifying Authorities and all such reports (as amended) comply with the requirements thereof;

(uu) no outstanding indebtedness of the Corporation or any of its Subsidiaries to any third party has become repayable before its stated maturity date, nor has any security in respect of such indebtedness become enforceable, by reason of default by the Corporation or any of its Subsidiaries and no event has occurred or is, to the best of the Corporation’s knowledge, impending which, with the lapse of time or the fulfillment of any condition or the giving of notice or the compliance with any other formality may result in any such indebtedness becoming so repayable or any such security becoming enforceable and, so far as the Corporation is aware, no person to whom any indebtedness of the Corporation or any of its Subsidiaries is owed which is repayable on demand has demanded or threatened to demand repayment of, or to take any steps to enforce any security for, the same;

(vv) the Corporation has no knowledge of any of the representations and warranties in Section 7(nn) to Section 7(tt) hereof not also being true in respect of each of the Corporation’s and the Subsidiaries’ joint venturers, co-owners or similar partners in respect of the Material Mining Property; provided that for the purpose of this representation and warranty only, “knowledge” means the actual knowledge of Henri van Rooyen, Vincent Conte and Sean Werger without having made inquiries;

(ww) except as mandated by or in conformity with the recommendations of any applicable Governmental Authority, there has been no material prolonged closure, suspension or disruption to, the operations or workforce productivity of the Corporation or the Subsidiaries as a result of the COVID-19 pandemic and, any such government mandatory closures have not materially affected the Corporation or its Subsidiaries, on a consolidated basis. The Corporation has been monitoring the COVID-19 pandemic and the potential impact on all of its operations and has put in place measures it considers reasonable and in accordance in all material respects with the recommendations of applicable Governmental Authorities to ensure the wellness of all of its employees and surrounding communities where the Corporation and the Subsidiaries continue to operate;

(xx) all information (including in the Base Prospectus and the Prospectus Supplement, except any such information included therein that was provided to the Corporation by the Agents) which has been prepared by the Corporation relating to the Corporation and its Subsidiaries and their respective businesses, properties and liabilities and either publicly disclosed or provided to the Agents, including all financial, marketing and operational information provided to the Agents, is as of the date of such information, true and correct in all material respects, does not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such information

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materially misleading and the Corporation is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous secondary market liability disclosure provisions under applicable Canadian Securities Laws in the Qualifying Jurisdictions;

(yy) with respect to forward-looking information contained in or incorporated by reference in the Prospectus:

(i) the Corporation had a reasonable basis for the forward-looking information at the time the disclosure was made;
(ii) all forward-looking information is identified as such in compliance with applicable Canadian Securities Laws, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information and states the material factors or assumptions used to develop forward-looking information;

(zz) the Corporation has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that might reasonably be expected to cause or result in, under Canadian Securities Laws or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Placement Shares;

(aaa) there is no substantial U.S. market interest (within the meaning of Regulation S) in the Shares of the Corporation;

(bbb) the Corporation acknowledges and agrees that the Agents have informed the Corporation that the Agents may, but are not required to, to the extent permitted under Canadian Securities Laws and this Agreement, purchase and sell Shares for the Agents’ own account and for the accounts of their clients at the same time as sales of Placement Shares occur pursuant to this Agreement;

(ccc) the Corporation has, concurrently with the execution of this Agreement, issued and filed a news release that (i) states that the Corporation has entered into this Agreement and has filed or will file the Prospectus Supplement and (ii) specifies where and how a purchaser of Placement Shares hereunder may obtain a copy of this Agreement and the Prospectus; and

(ddd) the Corporation is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

8. Covenants of the Corporation.

The Corporation covenants and agrees with the Agents that:

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(a) Prospectus Amendments. After the date of this Agreement and until the completion of the sales contemplated hereunder or the termination of this Agreement in accordance with the terms and conditions contained herein, (i) the Corporation will notify the Agents promptly of the time when any subsequent amendment to the Base Prospectus has been filed with any Qualifying Authority and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the Prospectus has been filed (each, an “ Amendment Date ”) and of any request by any Qualifying Authority for any amendment or supplement to the Prospectus or for additional information; (ii) the Corporation will file promptly all other material required to be filed by it with the Qualifying Authorities in connection with the Offering; (iii) the Corporation will submit to the Agents a copy of any amendment or supplement to the Prospectus (other than a copy of any documents incorporated by reference into the Prospectus) a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing and to perform any due diligence investigations as may reasonably be required prior to such proposed filing; and (iv) the Corporation will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Prospectus (provided that the Corporation shall not be required to deliver documents or information incorporated by reference into the Prospectus if such documents are accessible from SEDAR) and the Corporation will cause each amendment or supplement to the Prospectus to be filed with the Qualifying Authorities as required pursuant to the Shelf Procedures or, in the case of any document to be incorporated therein by reference, to be filed with the Qualifying Authorities as required pursuant to Canadian Securities Laws, within the time period prescribed.

(b) Notice of Cease Trade Orders. The Corporation will advise the Agents, promptly after it receives notice thereof, of the issuance by the Qualifying Authorities of any cease trade order or of any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in the Qualifying Jurisdictions, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Qualifying Authorities for the amending or supplementing of the Prospectus or for additional information relating to the Shares. If there is a Placement Notice that has been issued by the Corporation that has not been suspended or terminated in accordance with the notice requirements set forth in Sections 4 or 13, as applicable, the Corporation will use its commercially reasonable efforts to prevent the issuance of any cease trade order or any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Shares, the suspension of any qualification for offering or sale in the Qualifying Jurisdictions, and, in the event of the issuance of any such cease trade order or any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, the Corporation will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible. If there is no such outstanding Placement Notice, then, if, in the Corporation’s determination and at the Corporation’s sole discretion, it is necessary to prevent the issuance of any cease trade order or have a cease trade order lifted, the Corporation will use its commercially reasonable efforts to prevent the issuance of any cease trade order or any order preventing or suspending the use of the Prospectus or other prospectus in respect of the Shares, the suspension of any qualification for offering or sale

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in the Qualifying Jurisdictions, and, in the event of the issuance of any such cease trade order or any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, the Corporation will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible.

(c) Delivery of Prospectus; Subsequent Changes. Within the time during which the Prospectus relating to the Placement Shares is required to be delivered by the Agents under Canadian Securities Laws, the Corporation will comply in all material respects with all requirements imposed upon it by Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Qualifying Authorities pursuant to Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with Canadian Securities Laws, the Corporation will immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the Corporation’s determination and at the Corporation’s sole discretion, it is necessary to file an amendment or supplement to the Prospectus to comply with Canadian Securities Laws, the Corporation will promptly prepare and file with the Qualifying Authorities such amendment or supplement as may be necessary to correct such statement or omission or to make the Prospectus comply with such requirements, and the Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

(d) Prospectus. The Corporation will furnish to the Agents and their counsel (at the expense of the Corporation) copies of the Prospectus (including all documents incorporated by reference therein), in the English language only, and all amendments and supplements to the Prospectus that are filed with the Qualifying Authorities during the period in which a prospectus relating to the Placement Shares is required to be delivered under the Qualifying Authorities (including all documents filed with the Qualifying Authorities during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agents may from time to time reasonably request; provided, however, the Corporation shall not be required to furnish any documents to the Agents that are available on SEDAR.

(e) Company Information. The Corporation will furnish to the Agents such information in its possession as is reasonably requested by the Agents as necessary or appropriate to fulfil its obligations as agent pursuant to this Agreement and Canadian Securities Laws.

(f) Material Non-Public Information. The Corporation covenants that it will not issue a Placement Notice to any Agent in accordance with Section 2 hereof if the

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Corporation is in possession of material non-public information regarding the Corporation and its Subsidiaries, taken as a whole, or the Shares.

(g) Expenses. The Corporation, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with Section 13, will pay all expenses relating to the following matters: (i) the preparation and filing of the Prospectus and each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares, (iii) all fees and disbursements of the Corporation’s counsel, accountants and other advisors, (iv) the reasonable fees, disbursements, expenses and related taxes of counsel to the Agents in connection with this Agreement and the Prospectus and ongoing services in connection with the matters and transactions contemplated hereunder (such fees not to exceed (A) C$100,000, exclusive of taxes and disbursements, for the period up to and including the date of this Agreement, and (B) C$40,000, exclusive of taxes and disbursements, in any 12-month period thereafter during the term of this Agreement), (v) the reasonable out-of-pocket costs and expenses of the Agents incurred in connection with the transactions contemplated hereunder, (vi) the qualification of the Placement Shares under securities law, including filing fees in connection therewith, (vii) the printing and delivery to the Agents of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (viii) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the TSX, and (ix) the filing fees and expenses related to the Qualifying Authorities. All fees and expenses are to be paid in the currency in which such fees and expenses were incurred.

(h) Use of Proceeds. The Corporation will use the Net Proceeds as described in the Prospectus.

(i) Change of Circumstances. Upon the delivery of any Placement Notice and during the period in which any Placement Notice remains in effect, the Corporation will advise the Agents promptly after it has received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any representation, opinion, certificate, letter or other document provided to the Agents pursuant to this Agreement.

(j) Due Diligence Cooperation. The Corporation will cooperate with any due diligence review conducted by the Agents or their agents, including, without limitation, providing information and making available documents and senior corporate officers to attend formal oral due diligence sessions, as the Agents or their counsel may reasonably request; provided, however, that the Corporation shall be required to make available senior corporate officers only (i) by telephone or at the Corporation’s principal offices, and (ii) during the Corporation’s ordinary business hours.

(k) Affirmation of Representations, Warranties, Covenants and Other Agreements. Upon commencement of the Offering of the Placement Shares under this Agreement (and upon the recommencement of the Offering of the Placement Shares under this Agreement following any suspension of sales under Section 4), and, upon delivery of each Placement Notice, at each Applicable Time, each Settlement Date and each

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Amendment Date, the Corporation shall be deemed to have affirmed each representation and warranty contained in this Agreement (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof, as otherwise updated, qualified or clarified and expressly disclosed in a Placement Notice).

(l) Required Filings Relating to Placement of Placement Shares. In each quarterly report or annual financial statements and management’s discussion and analysis filed by the Corporation after the date hereof in respect of any period in which sales of Placement Shares were made by the Agents under this Agreement, the Corporation shall set forth with regard to such period (i) the number and average price of Placement Shares sold through the Agents under this Agreement, (ii) the aggregate gross and Net Proceeds received by the Corporation and (iii) the aggregate Placement Fees paid or payable by the Corporation to the Agents with respect to sales of Placement Shares pursuant to this Agreement during such annual or quarterly period, as applicable. For so long as the Shares are listed on the TSX, the Corporation will provide the TSX with all information it requires with respect to the Offering within the timelines prescribed by the TSX.

(m) Representation Dates; Certificate. During the term of this Agreement, each time the Corporation (i) files a Prospectus relating to the Placement Shares or amends or supplements the Prospectus relating to the Placement Shares by means of an amendment or supplement but not by means of incorporation of document(s) by reference to the Prospectus relating to the Placement Shares; (ii) files or amends an annual information form; (iii) files or amends annual or interim financial statements or any management’s discussion and analysis; or (iv) at any other time reasonably requested by the Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “ Representation Date ”), the Corporation shall furnish the Agents with a certificate, in the form attached hereto as Exhibit A, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 8(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Corporation subsequently decides to sell Placement Shares following a Representation Date when the Corporation relied on such waiver and did not provide the Agents with a certificate under this Section 8(m), then on or before the date the Corporation delivers the Placement Notice or any Agent sells any Placement Shares, the Corporation shall provide the Agents with the certificate, in the form attached hereto as Exhibit A, dated the date of the Placement Notice.

(n) Corporate and Securities Legal Opinions. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver the certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of a certificate pursuant to the last sentence of Section 8(m), the Corporation will furnish or cause to be furnished to the Agents and to counsel to the Agents, the written opinions of

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Company Counsel and other local counsel as required, such opinions to be substantially similar to the form attached hereto as Exhibit B dated the date that the opinion is required to be delivered, in form and substance satisfactory to the Agents and their counsel, acting reasonably, or, in lieu of such opinions, counsel last furnishing such opinion to the Agents may furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

(o) Comfort Letters. Upon execution of this Agreement and (x) within three (3) Trading Days of each Representation Date with respect to which the Corporation is obligated to deliver the certificate in the form attached hereto as Exhibit A for which no waiver is applicable and (y) concurrently with the delivery of the certificate pursuant to the last sentence of Section 8(m), the Corporation shall cause MNP LLP (and such other applicable auditors of the Corporation) to furnish to the Agents a letter (each, a “ Comfort Letter ”) addressed to the Agents dated the date such Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, (A) relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and its Subsidiaries, as applicable, contained in the Prospectus or incorporated by reference therein, which Comfort Letters shall be based on a review having a cut-off date not more than two business days prior to the date of such letter, (B) stating that such auditors were at the time of their report independent public accountants within the meaning of Canadian Securities Laws and the rules and regulations thereunder, and that in their opinion the portion of the audited financial statements of the Corporation incorporated by reference in the Prospectus and audited by such auditors comply as to form in all material respects with the applicable accounting requirements of Canadian Securities Laws (the first such letter in each case, the “ Initial Comfort Letter ”) and (C) if applicable, updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Prospectus, as amended and supplemented to the date of such letter.

(p) Title Opinions. Upon execution of this Agreement and within (3) Trading Days of (i) each Amendment Date, (ii) each time the Corporation files or amends an annual information form, (iii) any material change to the ownership or title of the Corporation to the Corporation’s (or its Subsidiary’s, as applicable) title and mineral rights for the Material Mining Property or any other property that becomes material to the Corporation after the date hereof; or (iv) the determination by the Corporation that any other property is material to the Corporation or its Subsidiaries, with respect to which the Corporation is obligated to deliver the certificate in the form attached hereto as Exhibit A for which no waiver is applicable, the Corporation shall cause to be furnished to the Agents, and to counsel to the Agents, a written opinion of legal counsel to the Corporation, with respect to the Corporation’s (or its Subsidiary’s, as applicable) title and mineral rights for the Material Mining Property or such other material property in form and substance satisfactory to the Agents and their counsel, acting reasonably.

(q) Market Activities. The Corporation will not, directly or indirectly, (i) take any action designed to or that would constitute or that might reasonably be expected to

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cause or result in, under Canadian Securities Laws or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Placement Shares or (ii) bid for, or purchase the Placement Shares, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agents.

(r) No Offer to Sell. Neither the Agents nor the Corporation (including its agents and representatives, other than the Agents in each of their capacities as such) will make, use, prepare, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

(s) Consent to the Agents’ Trading. To the extent permitted under Canadian Securities Laws, the rules of the TSX and under this Agreement, the Corporation consents to the Agents trading in the Shares of the Corporation: (i) for the account of their clients at the same time as sales of Placement Shares occur pursuant to this Agreement; and (ii) for the Agents’ own accounts provided that no such purchase or sale shall take place by an Agent while such Agent has received a Placement Notice that remains in effect, unless the Corporation has expressly authorized or consented in writing to any such trades by such Agent.

(t) Sale of Placement Shares in the United States. The Corporation will not engage in, and not permit any of its affiliates or any person acting on its behalf to engage in, any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the Placement Shares.

9. Additional Representations and Covenants of the Corporation and the Agents

(a) Distribution of Offering Materials. The Corporation and the Agents have not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) in connection with the offering and sale of the Placement Shares other than the Prospectus. The Agents, severally and not jointly, covenant with the Corporation not to take any action that would result in the Corporation being required to file with the Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Corporation, but for the action of the Agents.

10. Conditions to the Agents’ Obligations.

The obligations of the Agents hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Corporation herein (as modified by any Placement Notice), to the due performance by the Corporation of its obligations hereunder, to the completion by the Agents of a due diligence review satisfactory to the Agents in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions:

(a) Prospectus Supplement. The Prospectus Supplement shall have been filed with the Qualifying Authorities under the Shelf Procedures and in accordance with this Agreement, all requests for additional information on the part of the Qualifying Authorities

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shall have been complied with to the reasonable satisfaction of the Agents and the Agents’ counsel and the French Translation Exemption shall remain in full force and effect without amendment.

(b) No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Corporation of any request for additional information from the Qualifying Authorities or any other federal or state or foreign or other governmental, administrative or self-regulatory authority during the period of effectiveness of the Prospectus, the response to which would require any amendments or supplements to the Prospectus; (ii) the issuance by the Qualifying Authorities or any other federal or state or foreign or other Governmental Authority of any cease trade order suspending the effectiveness of the Prospectus or the initiation of any proceedings for that purpose; (iii) receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Prospectus or documents so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) the Corporation’s reasonable determination that an amendment to the Prospectus would be appropriate.

(c) Material Changes. Except as contemplated and appropriately disclosed in the Prospectus, or disclosed in the Corporation’s reports filed with the Qualifying Authorities, in each case at the time the applicable Placement Notice is delivered, there shall not have been any material change, on a consolidated basis, in the authorized common share capital of the Corporation, or any development that causes or could reasonably be expected to cause a Material Adverse Effect (financial or otherwise), the effect of which, in the sole judgment of the Agents (without relieving the Corporation of any obligation or liability it may otherwise have), acting reasonably, is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

(d) Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(m).

(e) Corporate Legal Opinions. The Agents shall have received the opinions of counsel to be delivered pursuant to Section 8(n) on or before the date on which such delivery of such opinions are required pursuant to Section 8(n).

(f) Comfort Letters. The Agents shall have received the Comfort Letter(s) required to be delivered pursuant to Section 8(o) on or before the date on which the delivery of such letter is required pursuant to Section 8(o).

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(g) Title Opinions. The Agents shall have received the title opinion(s) required to be delivered pursuant to Section 8(p) on or before the date on which the delivery of such opinions are required pursuant to Section 8(p).

(h) Approval for Listing; No Suspension. The Placement Shares shall have either been (i) approved for listing, subject to notice of issuance, on the TSX, or (ii) the Corporation shall have filed an application for listing of the Placement Shares on the TSX at or prior to the issuance of the Placement Notice. Trading in the Shares shall not have been suspended on such markets.

(i) Other Materials. On each date on which the Corporation is required to deliver a certificate pursuant to Section 8(m), the Corporation shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may reasonably request.

(j) Securities Filings Made. All filings required by the Qualifying Authorities to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Canadian Securities Laws.

11. Indemnification and Contribution

(a) The Corporation covenants and agrees to indemnify the Agents and each of their respective affiliates and the directors, officers, employees, shareholders and agents of the Agents (collectively, the “ Indemnified Parties ”, and individually an “ Indemnified Party ”) from and against all Claims (as defined herein), each as caused or incurred, directly or indirectly, by reason of or in connection with, the performance of professional services rendered to the Corporation by the Agents and other Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, including, without limitation, the following:

(i) any information or statement in the Prospectus (except information or statements relating solely to and provided in writing by any of the Agents expressly for use in the Prospectus) which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;
(ii) any omission or alleged omission to state in the Prospectus, any fact or information (whether material or not) (except facts relating solely to and provided in writing by any of the Agents expressly for use in the Prospectus) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(iii) any order made or inquiry, investigation or proceeding (formal or informal) commenced or threatened by any officer or official of any of the Qualifying Authorities or any other applicable securities
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regulatory authority or stock exchange or by any other competent authority based upon the circumstances described in Section 11(a)(i) or Section 11(a)(ii) which operates to prevent or restrict trading in or distribution of the Shares in any province or territory of Canada;

(iv) the non-compliance or alleged non-compliance by the Corporation with any material requirement of applicable Canadian Securities Laws relating to the sale of the Placement Shares, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection;
(v) any material inaccuracy of any representation or warranty of the Corporation contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; or
(vi) any material breach by the Corporation of any covenant to be performed by it contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto or thereto; provided, however, that this indemnity will not apply to any Claim to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Corporation by the Agents and is expressly for use in the Prospectus.

(b) “ Claims ”, as used herein, means all losses (other than a loss of profits in connection with the distribution of the Placement Shares), claims, actions, damages, liabilities, whether joint or several, or expenses (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims, and the reasonable fees and expenses of counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agents, to which the Agents and/or the other Indemnified Parties may become subject or otherwise involved in any capacity under any statute or ordinary law or otherwise). If any matter or thing contemplated by this Section 11 is asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation as soon as possible of the nature of such Claim (provided that any failure to so notify will not affect the liability of the Corporation under this Section 11 except to the extent that such delay prejudices the Corporation’s ability to contest such Claim or results in any material increase in liability that the Corporation has under this Section 11) and the Corporation will be entitled (but not required) to assume the defence, on behalf of the Indemnified Party, of any suit brought to enforce such Claim; provided, however, that the defence will be through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. Upon the Corporation notifying the Indemnified Parties in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Indemnified Parties for any legal expenses subsequently incurred by them in connection with such defence.

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(c) With respect to any such Claim, the Indemnified Party will have the right to retain separate counsel to act on his, her or its behalf, provided the fees and disbursements of such separate counsel will be paid by the Indemnified Party, unless:

(i) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within 15 days of receiving notice of such Claim;
(ii) the Corporation and the Indemnified Party will have mutually agreed to the retention of such counsel; or
(iii) the named parties to any Claim (including any added, third or impleaded parties) include both the Corporation and the Indemnified Party and the Indemnified Party has been advised by his, her or its counsel in writing that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

It is understood, however, that the Corporation will, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate law firm (in addition to any local counsel) at any time for all such Indemnified Parties. The Agents will select such counsel.

(d) The rights of indemnity contained in this Section 11 shall not apply to the extent a Claim is judicially determined (either by a court of competent jurisdiction in a final judgment from which no appeal can be made or by acknowledgement of the Indemnified Party) to have been caused or have resulted from the fraud, fraudulent misrepresentation, negligence or wilful misconduct of an Indemnified Party. For greater certainty, the Corporation and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectus contained no misrepresentation shall constitute fraud, fraudulent misrepresentation, negligence or wilful misconduct for the purposes of this Section 11 or otherwise disentitle the Agents from indemnification hereunder.

(e) The Corporation hereby constitutes the Agents as trustee for the affiliates, directors, officers, employees and partners of the Agents for the covenants of the Corporation contained in this Section 11 with respect to the Indemnified Parties and the Agents agree to accept such trust and to hold it and such covenants on behalf of the Indemnified Parties. The Corporation hereby acknowledges that the covenants of the Corporation are intended to be for the benefit of, and directly enforceable by, each Indemnified Party.

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(f) If for any reason (other than the occurrence of any of the events set out in Section 11(d)) the indemnification provided for in Section 11 is unavailable, in whole or in part, or insufficient to hold harmless an Indemnified Party in respect of any Claims referred to in Section 11(a), and subject to the restrictions and limitations referred to therein, the Corporation agrees to contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims (except for loss of profits in connection with the distribution of the Placement Shares):

(i) in such proportion as is appropriate to reflect the relative benefits received by the Corporation on the one hand and the Agents on the other hand from the distribution of the Placement Shares; or
(ii) if the allocation provided by Section 11(f)(i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in Section 11(f)(i) but also the relative fault of the Corporation on the one hand and the Agents on the other hand in connection with the statement, information, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Section 11(a) which resulted in such Claims, as well as any other relevant equitable considerations.

(g) The relative benefits received by the Corporation on the one hand and the Agents on the other hand will be deemed to be in the same proportion as the total proceeds from the distribution of the Placement Shares (net of the fee payable to the Agents but before deducting expenses) received by the Corporation is to the fee received by the Agents. The relative fault of the Corporation on the one hand and the Agents on the other hand will be determined by reference to, among other things, whether the statement, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Section 11(a) which resulted in such Claims relates to information supplied by or steps or actions taken or done by or on behalf of the Agents or the Corporation and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, misrepresentation, omission, order, inquiry, investigation, proceeding or other matter or thing referred to in Section 11(a). The amount paid or payable by an Indemnified Party as a result of such Claims referred to above will be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claims, whether or not resulting in any such action, suit, proceeding or claim.

(h) The Corporation and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 11(g). Notwithstanding the provisions of this Section 11, no Agent will be required to contribute in the aggregate, any amounts in excess of the aggregate fee or any portion of such fee

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actually received, by the Agent hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Canadian Securities Laws) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 11 are not exclusive and will not limit the rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.

(i) The indemnity and contribution provisions contained in Section 11 will remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent or any Person controlling any Agent or by or on behalf of the Corporation, its officers or directors or any Person controlling the Corporation, and (iii) the completion of the sale of any of the Placement Shares.

12. Representations and Agreements to Survive

All representations and warranties of the Corporation herein or in certificates or Placement Notices delivered pursuant hereto shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Agents, and any of their officers, employees or agents, any person controlling any Agent, or any affiliate of any Agent and (iii) delivery and acceptance of and payment for any of the Placement Shares.

13. Termination

(a) The Corporation shall have the right to terminate this Agreement with any or both of the Agents in its sole discretion at any time by giving written notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Sections 8(g), 11, 12, 13(e), 15, 18, 19 and 20 hereof shall remain in full force and effect notwithstanding such termination.

(b) Each Agent shall have the right to terminate its obligations under this Agreement in its sole discretion at any time after the date of this Agreement by giving written notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Sections 8(g), 11, 12, 13(e), 15, 18, 19 and 20 hereof shall remain in full force and effect notwithstanding such termination.

(c) Unless previously terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the earlier of (i) December 31, 2022; (ii) the date on which issuance and sale of all the Placement Shares through the Agents on the terms and subject to the conditions set forth herein; and (iii) the date on which the Receipt ceases to be effective in accordance with Canadian Securities Laws. provided that any such termination shall in all cases be deemed to provide that Sections 8(g), 11, 12, 13(e), 15, 18, 19 and 20 shall remain in full force and effect.

(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), 13(b), 13(c) or otherwise by mutual agreement of the parties; provided that any such termination shall in all cases be deemed to provide that Sections 8(g), 11, 12, 13(e), 15, 18, 19 and 20 shall remain in full force and effect.

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(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Corporation, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.

(f) In the event that the Corporation terminates this Agreement, as permitted under Section 13(a), the Corporation shall be under no continuing obligation, either pursuant to this Agreement or otherwise to utilize the services of the Agents in connection with any sale of securities of the Corporation or to pay any compensation to the Agents other than compensation with respect to sales of Placement Shares subscribed on or before the termination date and the Corporation shall be free to engage other placement agents and underwriters from and after the termination date with no continuing obligation to the Agents.

14. Notices

Except as expressly set out herein, all notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing (including by electronic means) and if sent to the Agents, shall be delivered to:

TD Securities Inc. 66 Wellington Street W. TD Tower, 9th Floor Toronto, ON M5K 1A2

Attention: Dorian Cochran Email: [Redacted – Personal Information.]

and -

BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3 Attention: Rahim Bapoo Email: [Redacted – Personal Information.]

and -

Paradigm Capital Inc. 95 Wellington Street West Suite 2101, PO Box 55 Toronto, Ontario M5J 2N7

Attention: John Booth

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Email: [Redacted – Personal Information.] - and - Sprott Capital Partners LP Royal Bank Plaza, South Tower 200 Bay Street, Suite 2600 Toronto, Ontario M5J 2J1

Attention: David Wargo Email: [Redacted – Personal Information.]

With a copy to: Borden Ladner Gervais LLP Bay Adelaide Centre – East Tower 22 Adelaide Street West Toronto, ON M5H 4E3

Attention: Jason Saltzman Email: [Redacted – Personal Information.]

or if sent to the Corporation, shall be delivered to:

Talon Metals Corp. c/o Talon Metals Services Inc. 43-603 Clark Avenue West Thornhill, ON L4J 8R2

Attention: Sean Werger, President Email: [Redacted – Personal Information.]

With a copy to:

Cassels Brock & Blackwell LLP Scotia Plaza, Suite 2100 40 King Street West Toronto, ON M5H 3C2 Attention: Chad Accursi Email: [Redacted – Personal Information.]

Each party to this Agreement may change such address for notices by sending to the other parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by e-mail (with an original to follow) on or before 5:00 p.m., Eastern time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day actually received

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if deposited in the mail (certified or registered mail, return receipt requested, postage prepaid), and (iv) if sent by email, on the Business Day on which receipt is confirmed by the individual to whom the notice is sent, other than via auto-reply. For purposes of this Agreement, “ Business Day ” shall mean any day on which the TSX is open for business.

15. Consent to Jurisdiction

The Corporation irrevocably (i) agrees that any legal suit, action or proceeding against the Corporation brought by any Agent or by any person who controls any Agent arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any Ontario Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Corporation has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above referenced documents, to the extent permitted by law. The provisions of this Section 15 shall survive any termination of this Agreement, in whole or in part.

16. Successors and Assigns

This Agreement shall inure to the benefit of and be binding upon the Corporation and the Agents and their respective successors and affiliates and the directors, officers, employees, shareholders and agents of the Agents referred to in Section 11 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties.

17. Adjustments for Consolidations, Dividends

The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split, consolidations, dividends or similar event effected with respect to the Shares.

18. Entire Agreement; Amendment; Severability

This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Corporation and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of

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any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

19. Applicable Law

This Agreement and any claim, controversy or dispute relative to or arising out of this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

20. Waiver of Jury Trial

The Corporation and the Agent hereby irrevocably waive any right either may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

21. Absence of Fiduciary Duties

The parties acknowledge that they are sophisticated in business and financial matters and that each of them is solely responsible for making its own independent investigation and analysis of the transactions contemplated by this Agreement. They further acknowledge that the Agents have not been engaged by the Corporation to provide, and has not provided, financial advisory services in connection with the terms of the Offering nor have the Agents assumed at any time a fiduciary relationship to the Corporation in connection with such Offering. The Corporation hereby waives, to the fullest extent permitted by law, any claims it may have against the Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees the Agents shall have no liability (whether direct or indirect) to the Corporation in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Corporation, including shareholders, employees or creditors of the Corporation.

22. Definitions

As used in this Agreement, the following terms have the respective meanings set forth below:

(a) “ affiliate ” has the meaning given to that term in National Instrument 45106 – Prospectus Exemptions ;

(b) “ Amendment Date ” has the meaning given thereto in Section 8(a) hereof;

(c) “ Applicable Time ” means, with respect to any Placement Shares, the time of sale of such Placement Shares pursuant to this Agreement;

(d) “ Authorized Representative ” has the meaning given thereto in Section 2(a) hereof;

(e) “ Base Prospectus ” has the meaning given thereto in Section 6 hereof;
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(f) “ Canadian Securities Laws ” means the applicable rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the Qualifying Authorities in each of the Qualifying Jurisdictions as modified by the French Translation Exemption;

(g) “ Claims ” has the meaning given thereto in Section 11(a) hereof;

(h) “ Comfort Letter ” has the meaning given thereto in Section 8(n) hereof;

(i) “ Company Counsel ” means, collectively, the law firms of Cassels Brock & Blackwell LLP and Harney Westwood & Riegels LP, counsels for the Corporation;

(j) “ Designated News Release ” has the meaning given thereto in Section 6 hereof;

(k) “ Directed Selling Efforts ” means “directed selling efforts” as defined in Regulation S and, without limiting the foregoing, but for greater clarity, means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Placement Shares and includes, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the Placement Shares;

(l) “ Environmental and Health Laws ” has the meaning given thereto in Section 7(hh) hereof;

(m) “ French Translation Exemption ” means the exemptive relief decision dated November 16, 2021 obtained by the Corporation from the Autorité des marchés financiers as disclosed in the Prospectus;

(n) “ General Solicitation ” and “ General Advertising ” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including, without limitation, any advertisement, article, notice or other communications published in any newspaper, magazine or similar media or broadcast over the internet, radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(o) “ Governmental Authority ” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department or bureau or agency, central bank, court, tribunal, arbitral body, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Qualifying Authorities, the TSX, the Investment Industry Regulatory Organization of Canada and the SEC;

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(p) “ Governmental Licenses ” has the meaning ascribed to such term in Section 7(bb) hereof;

(q) “ Hazardous Substances ” has the meaning given thereto in Section 7(hh) hereof;

(r) “ IFRS ” means the International Financial Reporting Standards as included in the Handbook of the Canadian Institute of Chartered Accountants;

(s) “ Indemnified Party ” and “ Indemnified Parties ” each has the meaning given thereto in Section 11(a) hereof;

(t) “ Initial Comfort Letter ” has the meaning given thereto in Section 8(o) hereof;

(u) “ Laws ” means the Canadian Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having and exercising jurisdiction over the person or persons or its or their business, undertaking, property or securities;

(v) “ Marketplace ” has the meaning given thereto in Section 3 hereof;

(w) “ Material Adverse Effect ” or “ Material Adverse Change ” when used herein means any effect or change on the Corporation or its Subsidiaries or their respective businesses that is or could reasonably be expected to be materially adverse to the results of operations, condition (financial or otherwise), management, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income, business operations or prospects of the Corporation and its Subsidiaries and their respective businesses, taken as a whole or that would result in the Base Prospectus, the Prospectus Supplement or the Prospectus containing a misrepresentation;

(x) “ material change ” means a material change for the purposes of the Canadian Securities Laws or any of them or, where undefined under the applicable Canadian Securities Laws of a jurisdiction, means a change in the business, operations or capital of the Corporation, that would reasonably be expected to have a significant effect on the market price or value of any of the Corporation’s securities and includes a decision to implement such a change made by the directors or senior management of the Corporation who believe that confirmation of the decision by the directors is probable;

(y) “ material fact ” means a material fact for the purposes of the Canadian Securities Laws or any of them, or, where undefined under the applicable Canadian Securities Laws of a Qualifying Jurisdiction, means a fact that would reasonably be

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expected to have a significant effect on the market price or value of the Corporation’s securities;

(z) “ Material Mining Agreements ” has the meaning ascribed to such term in Section 7(pp) hereof;

(aa) “ Material Mining Property ” has the meaning ascribed to such term in Section 7(nn) hereof;

(bb) “ Mineral Title ” has the meaning ascribed to such term in Section 7(nn) hereof;

(cc) “ misrepresentation ” means a misrepresentation for the purposes of the Canadian Securities Laws or any of them or, where undefined under the applicable Canadian Securities Laws of a Qualifying Jurisdiction, means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

(dd) “ Money Laundering Laws ” has the meaning given thereto in Section 7(cc) hereof;

(ee) “ Net Proceeds ” has the meaning given thereto in Section 5(a) hereof;

(ff) “ NI 21-101 ” means National Instrument 21-101 – Market Operations ; (gg) “ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions ;

(hh) “ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions ;

(ii) “ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations ;

(jj) “ Offering ” has the meaning given thereto in Section 1 hereof;

(kk) “ Placement ” has the meaning given thereto in Section 2(a) hereof;

(ll) “ Placement Fee ” has the meaning given thereto in Section 2(a) hereof;

(mm) “ Placement Notice ” has the meaning given thereto in Section 2(a) hereof; (nn) “ Placement Shares ” has the meaning given thereto in Section 2(a) hereof; (oo) “ Preliminary Base Prospectus ” means the preliminary short form base shelf prospectus of the Corporation dated November 29, 2021;

(pp) “ Prospectus ” means the Prospectus Supplement (and any amendments and supplements to the Prospectus Supplement prepared in accordance with the provisions of

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this Agreement relating to the Placement Shares and filed with the Qualifying Authorities in accordance with Canadian Securities Laws), together with the Base Prospectus;

(qq) “ Prospectus Supplement ” has the meaning given thereto in Section 6 hereof;

(rr) “ Qualifying Authorities ” means the securities regulatory authorities in each of the provinces and territories of Canada;

(ss) “ Qualifying Jurisdictions ” means each of the provinces and territories of
Canada;
(tt) “ Receipt ” has the meaning given thereto in Section 6 hereof;
(uu) “ Regulation D ” means Regulation D under the U.S. Securities Act;
(vv) “ Regulation S ” means Regulation S under the U.S. Securities Act;
(ww) “ Representation Date ” has the meaning given thereto in Section 8(m)

hereof;

(xx) “ Required Permits ” has the meaning given thereto in Section 7(ii) hereof;
(yy) “ Reviewing Authority ” has the meaning given thereto in Section 6 hereof;
(zz) “ Sanctions ” has the meaning given thereto in Section 7(cc) hereof;
(aaa) “ SEC ” means the United States Securities and Exchange Commission;
(bbb) “ SEDAR ” means the System for Electronic Document Analysis and
Retrieval;
(ccc) “ Settlement Date ” has the meaning given thereto in Section 5(a) hereof;
(ddd) “ Shares ” has the meaning given thereto in Section 1 hereof;
(eee) “ Shelf Procedures ” means NI 44-101 and NI 44-102;
(fff) “ Shelf Securities ” has the meaning given thereto in Section 6 hereof;

(ggg) “Subsidiaries” means, collectively, (i) Cloudmine Holdings Limited, a company incorporated under the laws of the British Virgin Islands; (ii) Talon Metals (USA) Inc., a corporation incorporated under the laws of Delaware; (iii) Talon Nickel (USA) LLC, a corporation incorporated under the laws of Delaware; and (iv) Talon Metals Services Inc., a corporation incorporated under the laws of Ontario, and “ Subsidiary ” means any one of them;

(hhh) “ Tamarack North Project ” means the Tamarack North Project, a nickelcopper-cobalt project in Minnesota, United States;

39 -
(iii) “ Trading Day ” means any day on which the TSX is open for trading;

(jjj) “ TSX ” means the Toronto Stock Exchange; and

(kkk) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended.

23. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by email transmission.

If the foregoing accurately reflects your understanding and agreement with respect to the matters described herein please indicate your agreement by countersigning this Agreement in the space provided below.

Yours very truly,

TALON METALS CORP.

By: signed “Sean Werger” Name: Sean Werger Title: President

[Signature Page to Equity Distribution Agreement]

ACCEPTED as of the date first-above written.

TD SECURITIES INC.

By: signed “Dorian Cochran” Name: Dorian Cochran Title: Managing Director

BMO NESBITT BURNS INC.

By: signed “Rahim Bapoo” Name: Rahim Bapoo Title: Managing Director

PARADIGM CAPITAL INC.

By: signed “John Booth” Name: John Booth Title: Head of Investment Banking

SPROTT CAPITAL PARTNERS LP by its general partner, SPROTT CAPITAL PARTNERS GP INC.

By: signed “David Wargo” Name: David Wargo Title: Managing Director

[Signature Page to Equity Distribution Agreement]

SCHEDULE 1

The Authorized Representatives of the Corporation are as follows:

Name and Office / Title	E-mail Address
Henri van Rooyen, Chief Executive Officer	[Redacted – Personal Information.]
Sean Werger, President	[Redacted – Personal Information.]
Vincent Conte, Chief Financial Officer	[Redacted – Personal Information.]

The Authorized Representatives of TD Securities Inc. are as follows:

Name and Office / Title	E-mail Address
Chris Finora, Managing Director	[Redacted – Personal Information.]
George Stratis, Managing Director	[Redacted – Personal Information.]

The Authorized Representatives of BMO Nesbitt Burns Inc. are as follows:

Name and Office / Title	E-mail Address
James Ehrensperger, Managing Director, Global Markets	[Redacted – Personal Information.]

The Authorized Representatives of Paradigm Capital Inc. are as follows:

Name and Office / Title	E-mail Address
John Booth, Head of Investment Banking	[Redacted – Personal Information.]

The Authorized Representatives of Sprott Capital Partners LP are as follows:

Name and Office / Title	E-mail Address
David Wargo, Managing Director, Head of Investment Banking	[Redacted – Personal Information.]
Scott Robertson, Director, Equity Capital Markets	[Redacted – Personal Information.]
Lisa Edwards, Chief Compliance & Operations Officer	[Redacted – Personal Information.]

EXHIBIT A

OFFICER’S CERTIFICATE

I, [name of executive officer] , the [title of executive officer] of Talon Metals Corp. (the “ Corporation ”), a company existing pursuant to memorandum and articles of association under the BVI Business Companies Act, 2004 (British Virgin Islands), do hereby certify in such capacity and not in my personal capacity, on behalf of the Corporation pursuant to Section 8(m) of the Equity Distribution Agreement dated December 16, 2021 (the “ Agreement ”) among the Corporation, TD Securities Inc., BMO Nesbitt Burns Inc., Paradigm Capital Inc. and Sprott Capital Partners LP and without personal liability, that, to the best of my knowledge:

(i) Except as set forth in the Prospectus, the representations and warranties of the Corporation in Section 7 of the Agreement, as modified in the applicable Placement Notice delivered to the Agents, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and
(ii) The Corporation has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof.

Unless otherwise defined, all capitalized terms used herein, shall have the meanings ascribed thereto in the Distribution Agreement.

Date: _________

By: Name: Title:

EXHIBIT B

MATTERS TO BE COVERED BY INITIAL OPINION OF CORPORATION COUNSEL

The Corporation is a company existing under the laws of the British Virgin Islands and in good standing with respect to the payment of annual licence fees;
The Corporation is a reporting issuer (or equivalent) in each of the Qualifying Jurisdictions and is not noted as being in default on the list of reporting issuers of any Qualifying Jurisdiction.
Each of the Subsidiaries is an entity existing under the laws of its jurisdiction of incorporation, formation or continuance and in good standing.
Each of the Corporation and the Subsidiaries has all necessary corporate power, capacity and authority to carry on its business as presently carried on and to own, lease and operate its properties and assets as described in the Prospectus.
The Corporation has all necessary corporate power, capacity and authority to execute and deliver the Agreement and to perform its obligations thereunder.
As to the authorized share structure of the Corporation. The share structure of the Corporation and the attributes of the Shares are consistent in all material respects with the description thereof contained under the heading “Description of Common Shares” in the Prospectus.
The memorandum and articles of association of the Corporation do not contain any preemptive rights entitling holders of the Shares to subscribe for the Placement Shares.
As to the authorized shares structure of the Subsidiaries and the ownership thereof.
The execution and delivery of the Agreement and the performance of its obligations thereunder, including the issuance of the Placement Shares in accordance with the Agreement, have been duly authorized by all necessary corporate action on the part of the Corporation.
The Placement Shares to be delivered under the Agreement will, when issued, and upon the entry of the name of shareholder in the register of members of the Corporation, be validly issued, as fully paid and non-assessable shares in the capital of the Corporation, meaning no further sums would be required to be paid by the holders of the Shares.
The execution and delivery of the Agreement and the performance of the Corporation’s obligations thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the memorandum and articles of association of the Corporation, or any resolution of any of its directors (or committees of directors) or shareholders; or (B)
2 -

any law or regulation in the British Virgin Islands binding on or applicable to the Corporation.

The Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms under the laws of the British Virgin Islands and will be treated by the courts of the British Virgin Islands as the legal, valid and binding agreements of the Corporation, enforceable against the Corporation in accordance with their terms, subject to normal qualifications, limitations and assumptions.
All necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Base Prospectus, the Base Prospectus and the Prospectus Supplement and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions.
No consent, approval or authorization or order, of or registration, qualification, recording or filing with any Governmental Authority is required for the issuance, sale and delivery of the Placement Shares, except such as have been made or obtained.
All necessary documents have been filed, all requisite proceedings have been taken and all other necessary approvals, permits, consents and authorizations of appropriate regulatory authorities have been obtained under Canadian Securities Laws by the Corporation to qualify the distribution of the Placement Shares in each of the Qualifying Jurisdictions by or through investment dealers duly registered in the appropriate category under the Canadian Securities Laws who have complied with the relevant provisions of such Qualifying Jurisdiction.
Subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment”, in so far as such statements constitute statements of law, are true and correct.
Computershare Investor Services Inc. at its principal office in the City of Toronto is the duly appointed registrar and transfer agent for the Shares.
The TSX has conditionally approved the listing and posting for trading of the Placement Shares, subject to the Corporation fulfilling all of the requirements of such exchange.

EXHIBIT C FORM OF PLACEMENT NOTICE

[ ], 20[__]

[TD Securities Inc.] [66 Wellington Street W.] [TD Tower, 9th Floor] [Toronto, ON M5K 1A2] Attention: Chris Finora, Managing Director George Stratis, Managing Director Dorian Cochran, Management Director

[and/or]

[BMO Nesbitt Burns Inc.] [First Canadian Place, 4th Floor] [100 King Street West] [Toronto, ON M5X 1H3] Attention: James Ehrensperger, Managing Director, Global Markets Rahim Bapoo, Managing Director [and/or] [Paradigm Capital Inc.] [95 Wellington Street West] [Suite 2101, PO Box 55] [Toronto, Ontario M5J 2N7] Attention: John Booth, Head of Investment Banking

[and/or]

[Sprott Capital Partners LP] [Royal Bank Plaza, South Tower] [200 Bay Street, Suite 2600] [Toronto, Ontario M5J 2J1] Attention: David Wargo, Managing Director, Head of Investment Banking Scott Robertson, Director, Equity Capital Markets Lisa Edwards, Chief Compliance & Operations Officer

VIA EMAIL

PLACEMENT NOTICE

The purpose of this Placement Notice is to propose certain terms of the Placement to be entered into with the [Agent Name(s)] under, and pursuant to, that certain Equity Distribution Agreement between the Corporation and the Agents dated December 16, 2021 (the “ Agreement ”). The particular Placement to which this Placement Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

The terms of the particular Placement to which this Placement Notice relates are as follows: Trading Day(s) on which Placement Shares may be [______] to

[__] to [ ] ~~]~~ [_] [_] $[_.] [_]% [_] or [N/A]

Maximum Number of Placement Shares to be Sold in the Aggregate under the Placement:

Maximum Number of Placement Shares to be Sold on each Trading Day:

Minimum price per Placement Share: Placement Fee Other instructions:

The Corporation shall be deemed to have affirmed each representation and warranty contained in the Agreement (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof, as otherwise updated, qualified or clarified and expressly disclosed in Schedule A to this Placement Notice) and that the Corporation has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof.

Yours very truly,

TALON METALS CORP.

By:

Name: [  ] Title: [  ]

SCHEDULE A TO PLACEMENT NOTICE

Exceptions to the representations and warranties made by the Corporation in the Agreement and in any certificates provided pursuant thereto:

AI assistant

Talon Metals — Capital/Financing Update 2021

44209_rns_2021-12-16_84a8f78d-bb5b-4030-8649-c14de9c81fde.pdf

EQUITY DISTRIBUTION AGREEMENT

1. Issuance and Sale of Shares

2. Placements

3. Sale of Placement Shares by the Agents

4. Suspension of Sales

5. Settlement

6. Prospectus

7. Representations and Warranties of the Corporation

8. Covenants of the Corporation.

9. Additional Representations and Covenants of the Corporation and the Agents

10. Conditions to the Agents’ Obligations.

11. Indemnification and Contribution

12. Representations and Agreements to Survive

13. Termination

14. Notices

15. Consent to Jurisdiction

16. Successors and Assigns

17. Adjustments for Consolidations, Dividends

18. Entire Agreement; Amendment; Severability

19. Applicable Law

20. Waiver of Jury Trial

21. Absence of Fiduciary Duties

22. Definitions

23. Counterparts

TALON METALS CORP.

TD SECURITIES INC.

BMO NESBITT BURNS INC.

PARADIGM CAPITAL INC.

SPROTT CAPITAL PARTNERS LP by its general partner, SPROTT CAPITAL PARTNERS GP INC.

SCHEDULE 1

EXHIBIT A

OFFICER’S CERTIFICATE

EXHIBIT B

MATTERS TO BE COVERED BY INITIAL OPINION OF CORPORATION COUNSEL

EXHIBIT C FORM OF PLACEMENT NOTICE

PLACEMENT NOTICE

TALON METALS CORP.

SCHEDULE A TO PLACEMENT NOTICE

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Talon Metals Capital/Financing Update 2021